[steering-discuss] Updated draft of the Community Bylaws

Board Discuss
#23

Hi all,

Charles-H. Schulz wrote (01-12-10 17:45)

Some thoughts and questions from my personal experience:

1) I am a bit concerned of the definition of project: It looks like
TDF will foster several software projects, which is fine for me, but
then (may be I am a bit biased by OOo structure), how do we manage
NLC, L10n, Marketing and other "projects"? Does "software
development" include all these activities?

Well, indeed you think like we're still on the Collabnet
infrastructure :slight_smile: . I think we would refer to teams for L10N,
marketing, etc, not "projects". I was rather referring to different
types of software when talking about software projects.

OK, then the words Project(s) have to be replaced by Team(s) for these cases.[1]

3) About disputes: It seems that the disputes will be settled "inside
TDF" by the BoD, then the Chairman. Question: Is it advisable, for
the sake of transparency, to let the members decide as the upper
instance?

What do you mean? that they can pick either one of them?

I guess Olivier means that one can lay an appeal at the members.

4) On conflict of interest, I personnaly prefer 20% figure instead of
30%.

So it would be two instead of three members. It's possible I think...
any further thoughts?

Sounds better to me, yes.
(No objections to the 30% for the ESC)

7) "If a Member stops contributing, such that the merit criteria are
no longer met, membership status will be revoked after a certain
period of time.

Does it means that a founding member of the TDF will be revoked if
he/she does not participate on a xxx period of time? Shall we give
them a "honorary membership" (dangerous).

Honorary membership is indeed a dangerous path. But on the other hand,
any member can regain its membership status after three months of
continued contributions , so it's only a temporary and easily
remediable issue in the scenario you're describing...

Does a 'founding member' has a special status?
The draft writes " The Document Foundation may have trustees (founders; employees; officers; directors; and the various members of .... "
but does not explain anything about 'founders'.

Regards,
Cor

1] I have a track-changed odt with those comments, and some other comments I'll mention in other mails, and will send that to Charles.

#24

Hi all,

I really like the remarks/ideas made by Florian. And if I got it right, most of it already is on the wiki.
Few comments from my side:

Florian Effenberger wrote (02-12-10 16:53)

- Board of Directors: Shall we limit the number of deputies per seat to
one, making it mandatory that one deputy can only be there for one seat?
At the moment, it's quite openly formulated...

I would not think that is really needed.

- Is it safe to make four officers on a paid/remunerated basis
necessary? If we have to hire four people at the beginning, it will be
quite expensive... I'm not at all against paying people for their work,
but at least for a transitional phase at the beginning, this might get
complicated without money.

Of course, the BoD can and will only hire people if there is money (I hope :wink: )

- As the BoD can appoint and nominate officers, shall we make clear the
way how voting goes?

Leave it to their own like, I would say.

- Instead of "trademark ownership" as BoD duty, we should use
"management of trademark ownership". Otherwise, it might look like, as
if the BoD was the TM owner, but actually the foundation is.

+1

- Under which conditions can seats in the advisory board be
re-appointed? I guess we should make this more clear.

Let the companies that appoint a representative in the AB do it their way, IMO.

- Regarding the conflict of interest: If we have some day lots of people
employed directly by the Foundation, shall the conflict of interest rule
also apply to them, i.e. only a percentage of TDF-employed people are
eligible to sit in the board? I see pros and cons for that, no dedicated
opinion right now.

- Is it on purpose that no Officer may be in the board?

It would better be avoided to have a situation where one (officer) is his/her own employer (member BoD)

- 90 days is rather long for informing about elections. Maybe 45 or 60
days are enough?

Is ok for me.

That being said, thanks a lot for the great work, I really like it -
even if my mail is rather long, no major changes included. :slight_smile:

+1

And again, sorry for stepping in so late!

No need never to apologise for you, Florian.
(And apart from that, there are always people even later, that do not make apologies at all :-p )

Regards,
Cor

#25

Hiho,

Michael Meeks wrote (03-12-10 15:41)

  I added my comments in [MMEEKS: foo !] type brackets as David has done
himself; directly into the wiki; there were a few things that didn't
belong in there though:

  Firstly - I'm really hopeful reading this; it seems we're getting
somewhere rather good with these bylaws, and I'm nearly happy :slight_smile:

   which in itself is a great achievement :-p

  I also really liked the Membership section preamble, most helpful;
I guess we also need some spiel about the relative dislike of formal
'Roles' in the project in the Member's Roles.

   I don't see the need for that, and find it somehow misplaced in apiece with more then 3000 words explaining roles and responsibilities.

  I do not believe we should specify exactly four paid employees - I
suggest we specify the two [ though even those I think are

   No problem to let the number four out, rather specify the roles.

implementation details ], and do not mandate that they -must- be paid.

   Hmm, if one has to conduct the work that the BoD wants to be done in the way the BoD /ED says it has to be done, I'dd rather have them paid (is employed) then being volunteers.

  With regard to Sponors - GNOME had the practise of allowing like minded
non-profits (such as Debian / SPI, the FSF etc.) to join the advisory
board without paying fees - and they have had a very positive effect
over the lifetime of that project. I suggest we add a similar section.

   I find this an interesting suggestion, but would rather investigate it the next year or so, seeing how our AB works, who are are core affiliates etc.

  Then of course there is the voting, which is still rather complex:

"... the nine candidates having won the highest number of votes are
deemed to have been elected ..."

If all nine Directors are elected at once, how should the "renewal by
half each year" work?

  Quite - I'd really like everyone to be elected at once - it simplifies
the work of the MC, and the structure of the community. I don't know
that we expanded on the role of deputies in the document either
incidentally - but hopefully they are another asset for ensuring
continuity ...

   Ah, this interesting long standing subject :slight_smile: Having read the various ideas/comments, I support the idea of ...
   All seats are voted for each year in combination with no limit to the number of times one serves on the BoD.

   (If there is a limit to the number of times, I would vote for a different scheme, length.)

Regards,
Cor

#26

Hi COr,

- Is it on purpose that no Officer may be in the board?

It would better be avoided to have a situation where one (officer) is
his/her own employer (member BoD)

sure, I see that issue. However, I would take a different approach: Let a director also be a member of the BoD (and the 30% rule of members-per-employer kick in), but generally avoid decisions where people decide on their own doings, salaries and the like - that is definitely a conflict of interest and might be even not allowed by law.

For the example above, where we have a good developer where it makes sense having him in the board and as officer, we can do so, don't lose his great contributions, but also avoid a conflict of interest.

I clearly see the issues, but on the other hand I want to avoid we lose good people in the foundation's bodies just because of a "something bad might happen" clause. If we have good people, let them engage themselves.

Sure, you don't need to be a member of any board or have any role to engage yourselfe, but when it comes to certain things, board membership makes things much easier. Taking the developer example: A good developer with good oversight might be very helpful in shaping the board's strategy.

Florian

#27

Hi Charles, all,

Charles-H. Schulz wrote (29-11-10 18:23)

Here is the latest version of the bylaws:
http://wiki.documentfoundation.org/CommunityBylaws

   I have
  - some small edits, to make text more clear (IMO)

  - some suggestions for smaller improvements:
    - Chairperson and Chairman are used both for the same role. I would suggest to use Chairperson only.
    - I would not state that "Each Sponsor's representative is appointed for a term of one (1) year" but leave it to the Sponsors considerations.
    - for the elections of the BoD, at one place it reads that it is done by the ESC and CH, but at other places, it reads that ESC and CH can have a role in it.
      I would just say that they *do* have a role in it.
     - the word 'plaintiff' is of course right, but I guess rather unknown to non-native English speakers. Could it be simple replaces by 'accuser' or 'complainer' ?

Will sent all in an .odt.

Regards,
Cor

#28

Hi, :slight_smile:

I am just nearing the end of reviewing the draft, and will post here
when done (maybe in 1 hour). Then it would be up to Charles to review
and revise. I have not changed any term and conditions (that is
obviously Charles' prerogative not mine), but I did do a little
re-ordering, with REVIEWER'S NOTEs to mark-up my changes/suggestions.

My humble suggestion would be to hold off on further edits until I
"check the draft in" again...?

BRB.

David Nelson

#29

David Nelson wrote (03-12-10 17:47)

My humble suggestion would be to hold off on further edits until I
"check the draft in" again...?

   Thanks for this heads up - I just was to start reading/replying Michaels notes in the wiki. Will (try to) do that later today.

Ciao - Cor

#30

Hi,

I caught your emails too late. I updated the text, incorporating some
of Michael's, Florian's and your comments.

Most important changes:
- BoD members all get elected each year
- Membership Committees does run the elections
- some of Florian's comments and requests for details requested.
- some membership renewal process eased or streamlined.

There are others too. At the end of the document I added a provision
that the BoD can alter the bylaws but cannot turn the whole thing into
a parody of community :-).

Best,
Charles.

#31

Howdy,

General comment on the ByLaws.

Overall I'm quite happy with how the ByLaws are evolving, and I feel it
is getting very close to a final cut. I would suggest that there is a
good mix of checks and balances with one exception.

Reading over the last draft it appears there is quite a bit of power
being handed to the BOD, which is rather natural.

true:

The Officers of the foundation server at the pleasure of the board.

The ESC, in fact, exists at the pleasure of the board.

There is even a well defined and specific process for one member to ask
for the removal of another from the general membership.

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.

Consider the following situation:

The ESC makes a decision regarding the code that the BOD disagrees with
and exercises their rights under the ByLaws to place the ESC under
administration. Telling the ESC to either conform to the board's wishes
or to disband and allow the BOD to appoint a new ESC.

The general membership is completely locked out of the process from my
reading of the current ByLaws. What if the general membership however
sides with the ESC on the particular issue.

There should be a way for the membership, which through their vote is
after all the source of authority exercised by the BOD, to step in and
remove the board.

Firstly - this would be IMO an extraordinary circumstance of course, and
whatever mechanism one would put in place _must_ present a rather high
hurdle in order to trigger application.

Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

Any thoughts from others on this point?

Thanks much,

Drew

#32

Hi Charles, :slight_smile:

I have finished reviewing... You would have to take a look at 5.1... I
proposed 2 variants there, and it looks as if my edits may have
overwritten yours? Maybe the wiki doesn't manage concurrent edits too
well... Looks like it would be wise for only 1 person at a time to
have the green light to work on the page until "checking the page back
in" by a notifying mail message?

There are still some comments by Michael in there... I put them in
uppercase for easy location...

HTH. :wink:

David Nelson

#33

Hi, :slight_smile:

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.

Consider the following situation:

The ESC makes a decision regarding the code that the BOD disagrees with
and exercises their rights under the ByLaws to place the ESC under
administration. Telling the ESC to either conform to the board's wishes
or to disband and allow the BOD to appoint a new ESC.

The general membership is completely locked out of the process from my
reading of the current ByLaws. What if the general membership however
sides with the ESC on the particular issue.

There should be a way for the membership, which through their vote is
after all the source of authority exercised by the BOD, to step in and
remove the board.

Firstly - this would be IMO an extraordinary circumstance of course, and
whatever mechanism one would put in place _must_ present a rather high
hurdle in order to trigger application.

Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

i don't think I'd want a mechanism to go as far as discharging the
BoD, but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Is there a practical way to implement that?

David Nelson

#34

Hi, :slight_smile:

> What there is not, that I can see, is a way for the general membership
> to remove the board, or a particular member of the board, beyond the
> annual elections.
>
> Consider the following situation:
>
> The ESC makes a decision regarding the code that the BOD disagrees with
> and exercises their rights under the ByLaws to place the ESC under
> administration. Telling the ESC to either conform to the board's wishes
> or to disband and allow the BOD to appoint a new ESC.
>
>...
>
> There should be a way for the membership, which through their vote is
> after all the source of authority exercised by the BOD, to step in and
> remove the board.
>
> Firstly - this would be IMO an extraordinary circumstance of course, and
> whatever mechanism one would put in place _must_ present a rather high
> hurdle in order to trigger application.
>
> Without offering any specific details on mechanics for the moment, what
> I'm thinking of is a way for the general membership to call for an early
> election of the board in such an extraordinary situation.

i don't think I'd want a mechanism to go as far as discharging the
BoD,

Hello David,

but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Actually I would not be in favor of this approach.

I would not want to go down a path of general membership binding
initiatives, the BOD, IMO, is the body to make decisions in all normal
circumstances.

So, this would be a highly circumscribed process with only one of two
possible outcomes: There is an early election of board members or there
is not.

Does that help to clarify my thinking here?

Thanks

Drew

#35

Hi Drew,

drew wrote (03-12-10 19:08)

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.
[...]
Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

Any thoughts from others on this point?

Thanks a lot for this comment.
Though I expect the change that your example becomes reality is pretty small, I think the proposed possibility for the members to call on the BoD on their responsibility, should be a part of the by-laws.

Regards,
Cor

#36

Hello Cor

Right, a clause that one writes with the hope it is never needed.

That said however; it is important, even more so IMO then having the
ability to call a special election at all, that the mechanism for doing
so is constructed such that it is not easily done. While not so onerous
that it is impossible.

So would you call an election because one person was unhappy, of course
not. What if ten people wanted it, or even 20% of the members, IMO no.
50%, maybe. 66% of the general membership calling for the chance to
change the makeup of the board - yes.

One thought here - The one year term for the board members lowers the
need for such a clause, but IMO doesn't drive it to zero.

Well, I'll look forward to reading the ideas of others on this and work
on refining a more specific proposal over the next one or two days.

Best wishes,

Drew

#37

Hi, :slight_smile:

@mmeeks: Michael, what exactly do you mean by this phrase:

"Members agree to work and contribute to an egalitarian community,
where roles are not titles and do not grant any special privileges."

Does that mean that there will be no team leads? If so, how will one
be able to have sufficient authority to organize and direct work? :wink:
I think I don't understand... Could you explain, maybe, please?

David Nelson

#38

Hi, :slight_smile:

but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Actually I would not be in favor of this approach.

Well, basically, what I'm saying is that the Community needs an
"emergency stop button" if the BoD starts acting in ways that go
contrary to the wishes of a large proportion of the community, without
having to wait for the next annual elections. If I'm not mistaken,
that's what you're saying, too. I'm waiting to hear more about your
concrete suggestions. But I'd be interested to hear the ideas of
Charles and the SC members about the basic idea I'm putting forward...
:wink:

David Nelson

#39

Hi, :slight_smile:

I must admit that I have great reservations about the BoD being able
to change the bylaws without a vote by community members. Even the
6-out-of-9 minimum vote does not give sufficient guarantee for me. And
even the stipulation that there will always be one member, one vote is
not a total reassurance. I'd prefer bylaws that are carefully thought
out now but that are pretty much in stone once adopted.

I think I'd prefer a community that is frequently called upon to vote,
but that has full control over its future. You expect community
members to be committed in working for LibreOffice, so one should also
expect them to take their "civic rights and duties" seriously and be
ready to think about issues regularly, and to vote as often as is
necessary. At least they'll be able to claim that there is true
democracy...

Does anyone feel like answering me about this? :wink:

David Nelson

#40

Hi,

updated the text again following David, Cor, andMichael's notes...
sometimes :slight_smile:

Otherwise, I do believe Drew's point is a very good one, that's why I
added a new subsection in the end, on "Solemn Address and Impeachment
of the BoD".

Please let me know if that's something you like.

Best,

Charles.

#41

Hi Charles, :slight_smile:

I have proofread, edited (no changes of your intentions), reformatted,
etc., the Bylaws. I removed all remaining notes. The text could be
considered "good to go", barring 4 points below.

I like the "Solemn Address and Impeachment of the Board of Directors"
clause. On reflection, it certainly addresses the greater part of *my*
concerns.

However:

1) In the "Revisions of the Community Bylaws" section, I would request
to add this sentence: "The Community must be notified of any changes
whatsoever to the Bylaws through an explicit public announcement via a
commonly-consulted public medium."

(In practice, that would be the [tdf-discuss] mailing list, for example.)

2) In the "Engineering Steering Committee" section, I would request to
add these two sentences: "The list of members of the ESC must be
published via a commonly-consulted public medium, and must be
maintained up to date at all times. The Community must be notified of
any changes whatsoever to the membership, composition and functioning
of the ESC through an explicit public announcement via a
commonly-consulted public medium."

(In practice, the list would be published on the wiki, and
announcements would be made to the [tdf-discuss] mailing list, for
example.)

3) In the "Advisory Board" section, I would request to add these two
sentences: "The list of members of the AB must be published via a
commonly-consulted public medium, and must be maintained up to date at
all times. The Community must be notified of any changes whatsoever to
the membership, composition and functioning of the AB through an
explicit public announcement via a commonly-consulted public medium."

4) In the "Membership Committee" section, I would request to replace
the sentence "This decision by the BoD has to be made public before
the decision enters into effect." with:

"The Community must be notified of any changes whatsoever to the
membership, composition and functioning of the MC through an explicit
public announcement via a commonly-consulted public medium, before the
decision enters into effect."

In my very humble opinion, these final small modifications would
ensure the openness and transparency that I know you all want to
implement.

Would all this be OK?

David Nelson

#42

Hello,

call me mad, but I still have concerns about 4.6.2, Salaries, Remunerations and Expenses. Yes, it always gets weird when talking about money and positions, and I don't think we will hire hundreds of people in the next months, but anyways, wanted to share my concerns.

The bylaws in their current form give lots of powers to external contributing companies. The Foundation itself can hire officers and other people, but they are excluded from being in the board of directors, which actually has the most powers and sets strategies for the foundation.

Our current rules forbid any hired officer to be part of the BoD, ESC or AB. While I can understand that for the latter one (the AB consists of sponsors), it does not make sense for the former ones at all. Yes, I see the issues with people having too much influence, sitting on their seats, running into conflicts of interest - but the current rules mean that anyone who has a say in the foundation by being in the BoD, must do it either totally on his own, or be hired or paid for by one sponsor. Please don't say that you can also participate without being in the BoD. If that's the case, let's leave out all the BoD, because then anyone can do what they do. (You see the proposal doesn't work :slight_smile:

Don't you think this creates too much influence? We were talking about being independent foundation, but effectively the currenty bylaws mean that nobody will - no matter how much money we have - be solely part of the foundation with no ties to external companies, when being in the boards. Anyone who wants to engage himself in the BoD or other body, shaping the strategie of the foundation, will have to be as rich that he can do it in his free time, or be hired by an external contributor.

I think this is the wrong direction. I guess that our concerns can be solved otherwise. If we have money, good people with good intent - why are they forced to look for an external company to hire them? We're making things much more complicated than they have to be.

The current rule also has another drawback, that I've already shown: If we have let's say a great paid developer, he surely wants to be in the ESC. But then, he's not allowed to work as officer for his area. Does this really make sense? Does he really have to decide which body he belongs to?

Believe me, I see the concerns that we then have nine people running the board and all other important roles with no chance for fresh blood to step in, and we clearly should avoid that and any conflict of interest. However, why do we as foundation try to raise money, and then require externals to pay all the people who are in a board?

I see it's a bit of a hot topic, and talking about money is always bad, so now feel free to grab your stones and throw them at me. :slight_smile: I've been with the community for a long time, and I've seen the different chances corporate-hired people have compared to those non-hired. I clearly want to avoid that distinction for the foundation, making us independent from corporate sponsors in first place. If we have money, let's spend it wisely, get the good people, and let's not put ourselves into too strict rules.

That being sad - have a happy and warm second advent :slight_smile:
Florian

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